Leonard A. Feinberg, Inc. v. Central Asia Capital
Decision Date | 01 May 1997 |
Docket Number | Civil Action No. 95-8080. |
Citation | 974 F.Supp. 822 |
Parties | LEONARD A. FEINBERG, INC. t/a Mr. Noah v. CENTRAL ASIA CAPITAL CORPORATION, LIMITED and Fashion Will, Limited. |
Court | U.S. District Court — Eastern District of Pennsylvania |
Janet Stern Holcombe, Mann, Ungar, Spector, Labovitz, P.C., Judah I. Labovitz, Mann, Ungar, Spector, P.A., Philadelphia, PA, for Plaintiff.
Gary W. Fresen, Baker & McKenzie, Chicago, IL, Jeffrey B. First, Paul D. Keenan, Buchanan Ingersoll Professional Corp., Philadelphia, PA, for Defendant Central Asia Capital Corp., Ltd.
Plaintiff, Leonard A. Feinberg, Inc. ("Feinberg"), a Pennsylvania corporation, brings suit against two Hong Kong corporations, Central Asia Capital Corporation, Limited ("Central Asia") and Fashion Will, Limited ("Fashion Will").1 Before the Court is Central Asia's Motion for Summary Judgment filed pursuant to Fed.R.Civ.P. 56(c). For the following reasons, the Court will grant in part and deny in part Central Asia's Motion.
The Court remarks preliminarily that it faces an issue of first impression: specifically, whether the customer of a letter of credit may maintain statutory and common law causes of action against a bank authorized by the issuing bank under a red clause to advance funds to the beneficiary of that letter of credit.
Feinberg imports and sells clothing in the United States, and Fashion Will supplies Feinberg with both raw materials and finished garments. In March, 1995, Feinberg contracted with Fashion Will to purchase 30,000 dozen cotton rompers.2 Fashion Will requested that Feinberg obtain a letter of credit naming Fashion Will as the beneficiary. On March 28, 1995, Feinberg caused Meridian Bank ("Meridian"), located in Philadelphia, Pennsylvania, to issue a letter of credit ("Letter 1") in the amount of $1,000,000, naming Fashion Will as the beneficiary. (See Pl.'s Mem. Opp. Def.'s Mot. Summ. J. Ex. 9 ("Pl.'s Mem.")). Under the terms and conditions of Letter 1, after Fashion Will presented specific documents to Meridian indicating that Fashion Will was making a shipment of merchandise to Feinberg, Meridian would provide Fashion Will with the purchase price for the merchandise. Under Letter 1, Feinberg remained ultimately liable to Meridian.
On March 30, 1995, Fashion Will asked Feinberg to modify Letter 1 by adding a "red clause." Fashion Will told Feinberg that Fashion Will could not complete Feinberg's order without the red clause. The red clause provided:
All other terms and conditions of the original credit instrument remain unchanged.
(Def.'s Mem. Supp. Mot. Summ. J. Ex. 1) ("Def.'s Mem.").3
On April 4, 1995, the red clause was added to Letter 1, allowing Central Asia to advance Fashion Will money needed to purchase raw materials to fill Feinberg's order without actually requiring Fashion Will to first present the specified documents to Meridian. (See Pl.'s Mem. Ex. 13). In the future, after Fashion Will shipped the merchandise to Feinberg, Central Asia was to present the specified shipping documents to Meridian — sight drafts and an undertaking by Fashion Will certifying that the advance was being used to purchase raw materials of finished products — in conjunction with Central Asia's request for reimbursement. Between April 6, 1995 and September 5, 1995, in accordance with Fashion Will's requests, Feinberg induced Meridian to modify Letter 1 to extend certain dates and increase the amount of credit. (See Pl.'s Mem. Exs. 17-18; Exs. 20-24; Ex. 28).
On April 10, 1995, Central Asia sent a telex to Meridian stating that it had advanced Fashion Will $600,000 pursuant to Letter 1's red clause. Central Asia attached the undertaking from Fashion Will. Central Asia repeatedly advised Meridian of its advances to Fashion Will via telex on July 21, 1995, July 25, 1995, September 11, 1995, and September 14, 1995. After Central Asia sent each telex to Meridian, it mailed letters confirming the telexes and enclosing the undertakings by Fashion Will to Meridian's office in Philadelphia. On September 1, 1995, Fashion Will told Feinberg that a typhoon in China had flooded its factory and damaged the merchandise, necessitating a new letter of credit. Feinberg then caused Meridian to issue a second letter of credit ("Letter 2") for $310,199.18, which also contained a red clause. (See Pl.'s Mem. Ex. 39).
On September 27, 1995, Fashion Will informed Feinberg that financial difficulties prevented it from filling Feinberg's orders. At this meeting, Fashion Will also admitted that it used the red clause advances to reduce its indebtedness to Central Asia. According to Fashion Will, the collateral securing its loans from Central Asia had decreased in value, and Central Asia pressured it to use the red clause advances to pay off the loan, instead of purchasing raw materials for Feinberg's order. On December 1, 1995, Central Asia made calls upon Meridian on Letter I and Letter 2.
Rule 56(c) of the Federal Rules of Civil Procedure provides that summary judgment "shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with affidavits, if any, show that there is no genuine issue as to any material fact...
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